Delivery Truck Letter

DELIVERY TRUCK LETTER

This Delivery Truck Letter (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Carrier operates or controls the delivery vehicle described below and is engaged to perform transportation and delivery services on behalf of Client under the terms of this Agreement; and

WHEREAS, Client requires delivery services for goods and desires Carrier to provide the vehicle, operator, and related services in accordance with the Scope of Work and Payment Terms set forth herein; and

WHEREAS, the parties agree to record the essential terms in this Delivery Truck Letter to create binding obligations between them.

VEHICLE AND IDENTIFICATION

SCOPE OF WORK

Carrier shall provide the vehicle, operator, fuel, and such ancillary services as are necessary to effect timely delivery of Client's goods to locations specified by Client in accordance with the instructions provided at the time of booking. Specific tasks, delivery windows, handling requirements, and special instructions are described below and constitute the operative Scope of Work.

PAYMENT TERMS

Client shall pay Carrier for services performed in accordance with the rates and schedule set forth below. All sums are due in the currency agreed and are exclusive of applicable taxes unless otherwise stated.

Carrier shall invoice Client upon completion of each delivery or as otherwise agreed. If Client disputes any portion of an invoice in good faith, Client must notify Carrier in writing within the payment period and the undisputed portion shall remain payable.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period specified above. Termination for cause is without prejudice to any remedies available at law or in equity. Upon termination, Client shall pay Carrier for all services rendered through the effective date of termination and for reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means non-public business or technical information disclosed by one party to the other in connection with this Agreement, including route manifests, client lists, pricing, and proprietary handling instructions. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except to employees and subcontractors who need to know and who are bound by confidentiality obligations, and (c) use Confidential Information solely for performance of this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than by a breach of this Agreement or that is independently developed by the receiving party without access to the disclosing party's Confidential Information.

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INSURANCE, LIABILITY, AND INDEMNITY

Carrier shall maintain at its expense vehicle and commercial liability insurance of limits sufficient to cover loss or damage arising from operation of the truck and shall furnish proof of insurance upon request. Carrier is responsible for loss or damage to goods while in Carrier's possession except to the extent caused by Client's negligence or the nature of the goods. Each party shall indemnify, defend, and hold harmless the other from and against third-party claims arising from its own negligence or willful misconduct in connection with performance under this Agreement.

COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state, and local statutes, regulations, and ordinances applicable to its performance hereunder, including but not limited to licensing, permitting, hours-of-service, and safety requirements for commercial motor carriers.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written change orders signed by both parties, constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether oral or written. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Carrier may subcontract deliveries to qualified subcontractors provided Carrier remains responsible for performance.

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